The Annual Shareholders’ Meeting of Aspo Plc decided on April 26, 2001, that a dividend of EUR 0.55 per share be distributed in accordance with the Board’s proposal. The dividend will be paid on May 9, 2001. The Board’s proposals for special authorizations of the Board were approved. The shareholders decided to amend the Articles 12 and 13 of the Articles of Association.
The shareholders approved the parent and consolidated financial statements for 2000. The Board Members and CEO were discharged from liability for the financial year 2000. Retiring Mr. Kari Stadigh and Mr. Roberto Lencioni were re-elected as Board Members. Mr. Matti Arteva and Mr. Kari Haavisto will continue as Members of the Board. Mr. Kari Stadigh continues as Chairman of the Board and Mr. Matti Arteva as Vice-Chairman.
The authorized public accounting firm SVH Pricewaterhouse Coopers Oy was appointed as the auditor of the company.
The Annual Shareholders’ Meeting approved the payment of a dividend totalling EUR 0.30 per share and an additional dividend of EUR 0.25 per share on 8,584,182 shares outstanding. This brings the total dividend to EUR 0.55 for each share, or a total of EUR 4,721,300.10. A sum of EUR 5,214,536.45 will be held in the retained earnings account. The record date for the dividend is May 2, 2001 and the dividend will be paid on May 9, 2001.
SUBSIDIARY BOARDS
The Annual Shareholders’ Meetings of the main Aspo subsidiaries were held on April 26, 2001. At the Annual Shareholders’ Meeting of ESL Shipping Oy Mr. Gustav Nyberg was elected as Chairman of the Board, Mr. Roberto Lencioni as Deputy Chairman and Mr. Thomas Alopaeus and Mr. Max Söderberg as Board Members. The shareholders of Aspokem Ltd elected Mr. Gustav Nyberg as Chairman, Mr. Roberto Lencioni as Deputy Chairman and Mr. Risto Heikkinen as Board Member. At the Aspo Systems Oy Annual Shareholders’ Meeting Mr. Gustav Nyberg was elected as Chairman, Mr. Roberto Lencioni as Deputy Chairman and Mr. Mikko Heikkinen and Mr. Berndt Karsten as Board Members.
SHARE ISSUE AUTHORIZATION
The shareholders authorized the Board to make decisions to raise the company’s share capital using one or several new share issues and/or convertible bond and/or stock option issues. In connection with these issues the company’s share capital can be increased by a maximum amount of EUR 2,631,124 by a maximum subscription of 1,315,562 new shares with a book value of EUR 2
per share, at a price and under terms and conditions to be determined by the Board.
The shareholders further decided that this authorization includes a provision allowing for the suspension of the shareholders’ pre-emptive rights for new shares, provided that there are sound financial reasons for the company to engage in deviation, such as the strengthening of the company’s capital structure, the financing of acquisitions or similar operational actions and arrangements. The Board is empowered to decide on the parties entitled to subscribe. Deviation may not be done in order to benefit anyone belonging to the inner circle of the company.
The authorization also empowers the Board to decide on the subscription of shares against apport en nature or otherwise
under special terms and conditions.
The authorization is valid for one year from the date of approval at the Annual Shareholders’ Meeting.
AUTHORIZATION FOR ACQUISITION OF OWN SHARES
The shareholders approved the Board’s proposal to authorize the Board to decide on the acquisition of the company’s own shares using distributable funds as follows:
The shares will be acquired for use as payment when the company
is acquiring operationally-related assets, in any company acquisitions and other corporate arrangements, capital re-structuring programs or otherwise for disposal in the manner and to the extent determined by the Board. The Board may also bring proposals before the shareholders concerning the invalidation of repurchased shares.
The authorization to acquire the company’s own shares concerns a maximum of 438,520 shares with a book value of EUR 2 per share, net of 186,234 shares already in the possession of the company.
The shares will be acquired through public trading on the Helsinki Stock Exchange at the current market price of the time of the acquisition. The shares are to be acquired otherwise than in proportion to the holdings of the shareholders.
The acquisition of company shares will reduce the distributable equity of the company.
The authorization will remain valid for one year from the date of approval at the Annual Shareholders’ Meeting.
AUTHORIZATION FOR DISPOSAL OF ACQUIRED SHARES
The shareholders authorized the Board to decide on the disposal
of a total maximum amount of 438,520 repurchased shares as follows:
The Board was authorized to decide on to whom and in which order the shares will be conveyed. The Board is entitled to deviate from the shareholders’ right of pre-emption provided that there are solid financial reasons of the company to do so. The authorization excluded, however, that these actions be taken in order to benefit the inner circle of the company. The shares may be disposed of at once or in several lots.
The company may dispose of its own shares when acquiring operational assets, as payment in possible company acquisitions
or other corporate arrangements, or in capital restructuring programs in the manner and to the extent to be determined by the Board. Acquisitions and other similar corporate arrangements will be considered sufficient financial reasons for suspending normal shareholder rights pertaining to the preferred status of shareholders in the acquisition of the company’s shares.
The shares will be sold for at least the market price quoted in the public trading on the Helsinki Stock Exchange at the time of disposal. The authorization also includes a term that payment for the shares can be accepted in other forms than cash.
The authorization remains valid for one year from the date of approval at the Annual Shareholders’ Meeting.
AMENDMENT OF ARTICLES 12 AND 13 OF THE ARTICLES OF ASSOCIATION
The shareholders decided to amend the Articles 12 and 13 of the Articles of Association to be consistent with the amendment of the Companies Act, as follows:
Art. 12
In order to exercise his right to speak and vote at a Share-holders’ Meeting, a shareholder shall register with the company
in the manner specified in the summons. The closing date for registration shall be no sooner than ten days before the meeting.
Art. 13
The summons to a Shareholders’ Meeting shall be delivered through a notice in newspapers to be determined by the Board, at the earliest two months prior to and at the latest, seventeen days prior to the meeting.
ASPO Plc
Gustav Nyberg
CEO